SEC Form 4 · accession 0001209191-17-026818
ULTRA PETROLEUM CORP · UPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roger A Brown
Director
Period of report
Apr 12, 2017
Accepted (ET)
Apr 13, 2017 · 1:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001022646
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 12, 2017 | J | 50,100 | $0.00 | D | 0 | D | |
| Common StockF3 | Apr 12, 2017 | J | 26,130 | $0.00 | A | 26,130 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F6 | — | Apr 12, 2017 | A | 47,331 | A | — | — | Common Stock | 47,331 | 47,331 | D |
Explanation of responses
- F1On April 29, 2016, the Issuer and each of its subsidiaries, including Keystone Gas Gathering, LLC, Ultra Resources, Inc., Ultra Wyoming, Inc., Ultra Wyoming LGS, LLC, UP Energy Corporation, UPL Pinedale, LLC and UPL Three Rivers Holdings, LLC (collectively, with the Issuer, the "Debtors"), filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court") seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. On March 14, 2017, the Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan of Reorganization, dated as of March 10, 2017 (as amended, modified or supplemented from time to time, the "Plan"), and on April 12, 2017 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy.
- F2On the Effective Date, all outstanding shares of the Issuer's common stock ("Old Common Stock") were cancelled and extinguished.
- F3New shares of the Issuer's common stock, no par value per share (the "New Shares") were issued to the Reporting Person pursuant to the Plan in exchange for Old Common Stock held by the Reporting Person on the Effective Date under the Plan. The Reporting Person received 0.521562 New Shares for every share of Old Common Stock held by the Reporting Person on the Effective Date. The receipt of New Shares was involuntary, without consideration and in accordance with the Plan approved by the Bankruptcy Court. The number of New Shares listed for the Reporting Person also reflects a correction of an inadvertent error in the reporting of initial beneficial securities owned by the Reporting Person on the Form 3 for the Reporting Person filed May 2, 2016.
- F4Each restricted stock unit ("Restricted Stock Unit") represents a contingent right to receive one New Share.
- F5In accordance with the Plan, the Reporting Person received an award of Restricted Stock Units.
- F6The Restricted Stock Units will vest as follows: (i) one-third (1/3) on the date such Restricted Stock Units are converted and the New Shares underlying such Restricted Stock Units are actually delivered to Reporting Person; (ii) one-third (1/3) if the enterprise value as provided for in the Plan (the "Enterprise Value") equals or exceeds $6.0 billion; and (iii) one-third (1/3) if the Enterprise Value equals or exceeds $6.6 billion.